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Share Issuance and Disposal9780HARIMA B.STEM CORPORATIONInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 77,440 treasury shares as restricted stock compensation to 98 directors, executive officers and senior employees, in exchange for monetary compensation receivables. The transfer restrictions will generally remain in place until the recipient retires or leaves the Company.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much77,440Shares

77,440 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 25,300 shares
The Company's delegated executive officers7 / 15,540 shares
The Company's employment-based executive officers10 / 10,000 shares
The Company's senior employees76 / 26,600 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥926 per share
Total issue value

¥71,709,440

Amount of funds to be raised
As the full amount of these monetary compensation receivables will be contributed in kind, the total amount to be paid in is ¥71,709,440; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥71,709,440
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

Not applicable (disposal of treasury shares)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
From 12 August 2026 until immediately after the recipient retires or leaves any position as a director, delegated executive officer, employment-based executive officer or employee (excluding contract employees) of the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds an eligible position at the Company or one of its subsidiaries throughout the service period, the transfer restrictions on all of the allocated shares will be lifted upon expiry of the transfer restriction period. If the recipient retires or leaves the Company due to expiry of the term of office, mandatory retirement, death, illness, inability to perform duties or another legitimate reason approved by the Board of Directors, the transfer restrictions on all allocated shares held immediately after retirement or departure will be lifted.
Reason for acquisition without consideration
If the recipient violates any law or regulation during the transfer restriction period or falls under any other specified circumstance stipulated in the restricted stock allotment agreement, the Company will acquire all of the recipient's allotted shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or at the time the transfer restrictions are lifted.
Stock Split Ratio5 shares for each share, effective 1 April 2024. This does not form part of the current disposal.
Categories and Number of Persons Covered
5 of the Company's directors: 25,300 shares; 7 of the Company's delegated executive officers: 15,540 shares; 10 of the Company's employment-based executive officers: 10,000 shares; 76 of the Company's senior employees: 26,600 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account. The transfer restriction period runs from 12 August 2026 until immediately after the recipient retires or leaves the prescribed position at the Company or one of its subsidiaries.
Payment date
12 August 2026
Basis for determining the amount to be paid
¥926, the closing price of the Company's common stock on the Tokyo Stock Exchange on 15 July 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
Approval for the restricted stock compensation plan and related matters was obtained at the annual general meetings of shareholders held on 29 June 2022 and 29 June 2023. The current disposal was resolved by the Board of Directors on 16 July 2026. No statement is made regarding obtaining an opinion from an independent third party.
Impact on Business Performance
No impact on business performance is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of77,440 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥926 per share
Total issue value¥71,709,440
Amount of funds to be raisedAs the full amount of these monetary compensation receivables will be contributed in kind, the total amount to be paid in is ¥71,709,440; estimated net proceeds: Not disclosed
Payment date12 August 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 25,300 shares, Category The Company's delegated executive officers / Number of Employees 7 / Number of Shares 15,540 shares, Category The Company's employment-based executive officers / Number of Employees 10 / Number of Shares 10,000 shares, Category The Company's senior employees / Number of Employees 76 / Number of Shares 26,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account. The transfer restriction period runs from 12 August 2026 until immediately after the recipient retires or leaves the prescribed position at the Company or one of its subsidiaries.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paid¥926, the closing price of the Company's common stock on the Tokyo Stock Exchange on 15 July 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium is stated.
Transfer restriction periodFrom 12 August 2026 until immediately after the recipient retires or leaves any position as a director, delegated executive officer, employment-based executive officer or employee (excluding contract employees) of the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds an eligible position at the Company or one of its subsidiaries throughout the service period, the transfer restrictions on all of the allocated shares will be lifted upon expiry of the transfer restriction period. If the recipient retires or leaves the Company due to expiry of the term of office, mandatory retirement, death, illness, inability to perform duties or another legitimate reason approved by the Board of Directors, the transfer restrictions on all allocated shares held immediately after retirement or departure will be lifted.
Reason for acquisition without considerationIf the recipient violates any law or regulation during the transfer restriction period or falls under any other specified circumstance stipulated in the restricted stock allotment agreement, the Company will acquire all of the recipient's allotted shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or at the time the transfer restrictions are lifted.
Categories and Number of Persons Covered5 of the Company's directors: 25,300 shares; 7 of the Company's delegated executive officers: 15,540 shares; 10 of the Company's employment-based executive officers: 10,000 shares; 76 of the Company's senior employees: 26,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥71,709,440
Stock Split Ratio5 shares for each share, effective 1 April 2024. This does not form part of the current disposal.
Procedures under the Corporate Code of ConductApproval for the restricted stock compensation plan and related matters was obtained at the annual general meetings of shareholders held on 29 June 2022 and 29 June 2023. The current disposal was resolved by the Board of Directors on 16 July 2026. No statement is made regarding obtaining an opinion from an independent third party.
Impact on Business PerformanceNo impact on business performance is stated.
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost recent equity financingMajor shareholders after the offering

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide incentives for the sustained enhancement of corporate value, promote value sharing with shareholders, and further motivate the recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | HARIMA B.STEM CORPORATION (9780) timely disclosure | Komori